Exhibit 10.34
XXXXXXXX CORPORATION
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement (this "Agreement") is made and
entered into as of April 1, 2001 by and between Xxxxxxxx Corporation, a
Missouri corporation (the "Corporation") and Xxxxxx X. Xxxx ("Executive").
WHEREAS, Executive has heretofore performed valuable services for
the Corporation and the Corporation desires to encourage Executive to
continue to perform such services in the future; and
WHEREAS, in consideration of the foregoing, the Board of Directors
of the Corporation desires to award 15,000 shares of the Corporation's common
stock, $1.00 par value, to Executive and Executive desires to receive such
shares on the terms and conditions, and subject to the restrictions, herein
set forth; and
NOW, THEREFORE, in consideration of the terms and conditions herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by each of the parties hereto,
the parties hereby agree as follows:
Section 1. Definitions.
-----------
As used in this Agreement, the following terms shall have the
following meanings:
A. "Award" means the award provided for in Section 2.
B. "Board of Directors" means the Board of Directors of the
Corporation.
C. "Common Stock" means the common stock of the Corporation, par
value $1.00 per share.
D. "Date of Award" means April 1, 2001.
E. "Period of Restriction" means with respect to specific shares
of Common Stock awarded under this Agreement, the period of
time between the Date of Award and the date that the
Restrictions lapse as set forth in Section 4 of this
Agreement.
F. "Period of Non-Transferability" means with respect to specific
shares of Common Stock awarded under this Agreement, the
period of time from the Date of Award until twelve (12)
months after the shares have vested as provided for in
Section 4.
G. "Permanent Disability" means total inability of Executive,
because of bodily injury or disease, to carry out his duties
as an employee of the Corporation for a period of at least
six (6) consecutive months.
H. "Restrictions" mean the restrictions on the Award as provided
for in Section 3.
Section 2. Award. Subject to the terms of this Agreement and the
-----
Corporation's 1999 Performance Plan, effective as of the Date of Award, the
Corporation awards to the Executive an aggregate of 15,000 shares of Common
Stock, subject to the Restrictions set forth in Section 3 and the limitations
on transfer set forth in Section 5. Of the shares awarded under this
Agreement, 5,000 shares shall have no Period of Restriction and no
Restrictions shall be applicable to such shares. These shares shall be fully
vested in the Executive as of the Date of Award, but will be subject to the
limitations on transfer set forth in Section 5 during the applicable Period
of Non-Transferability for such shares.
Section 3. Risk of Forfeiture of Shares during Period of Restriction.
---------------------------------------------------------
If Executive shall cease to be employed by the Corporation for any reason
during the Period of Restriction for any shares of Common Stock awarded under
this Agreement, Executive shall forfeit all such shares that have not
previously vested as provided in Section 4 to the Corporation, without any
consideration paid to Executive, and, thereafter, Executive shall have no
further rights with respect to such Common Stock (hereinafter referred to
herein as the "Restrictions").
Section 4. Lapse of Restrictions on Shares; Period of Non-
-----------------------------------------------
Transferability. If Executive shall have been continuously employed by the
---------------
Corporation from the Date of Award:
i. On April 1, 2002, the Period of Restriction shall lapse
and the Restrictions shall no longer be applicable as to an
additional 5,000 shares of Common Stock subject to the Award.
ii. On April 1, 2003, the Period of Restriction shall lapse
and the Restrictions shall no longer be applicable as to
the final 5,000 shares of Common Stock subject to the Award.
All shares granted in this Award will be subject to a Period of
Non-Transferability during which the shares will be limited as to their
transferability as set forth in Section 5 hereof. The Period of Non-
Transferability with respect to the 5,000 shares that were awarded without
Restrictions on the Date of Award will lapse on April 1, 2002. The Period of
Non-Transferability with respect to the 5,000 shares that vest on April 1,
2002 will lapse on April 1, 2003. The Period of Non-Transferability with
respect to the 5,000 shares that vest on April 1, 2003 will lapse on April 1,
2004.
Upon the death or Permanent Disability of Executive at a time when
the Executive is employed with the Corporation, the Period of Restrictions
shall lapse as to all shares of Common Stock subject to the Award on the date
of the Executive's death or Permanent Disability. There
-2-
shall be no Period of Non-Transferability for shares that vest upon the
death or Permanent Disability of the Executive and any remaining Period of
Non-Transferability for shares that vested prior to the Executive's death or
Permanent Disability shall terminate on the date of the Executive's death
or Permanent Disability.
Section 5. Limitations on Transfer during Period of Restriction and
--------------------------------------------------------
Period of Non-Transferability. Shares of Common Stock awarded under this
-----------------------------
Agreement may not be sold, assigned, transferred, exchanged, pledged,
hypothecated, or otherwise encumbered during the applicable Period of
Restriction or the Period of Non-Transferability, and no such sale,
assignment, transfer, exchange, pledge, hypothecation, or encumbrance,
whether made or created by voluntary act of the Executive or of any agent of
such Executive or by operation of law, shall be recognized by, or be binding
upon, or shall in any manner affect the rights of, the Corporation or any
agent or any custodian holding certificates for such shares during the
shares' applicable Period of Restriction or Period of Non-Transferability.
Section 6. Shareholder Rights. Prior to any forfeiture of shares
------------------
subject to this Award as set forth in Section 3 hereof, the Executive shall
have all of the rights of a shareholder of the Corporation with respect to
shares of Common Stock (other than those which have been forfeited),
including the right to vote and to receive dividends during the shares
applicable Period of Restriction or Period of Non-Transferability.
Section 7. Legend. Each certificate of Common Stock representing the
------
shares subject to the Award shall bear a legend referring to this Agreement
and the fact that such shares are subject to the restrictions hereunder
through the Period of Restriction and are non-transferable during the Period
of Restriction and the Period of Non-Transferability and the legend has been
removed. Such legend referred to in this Section 7 shall read as follows:
THE SALE OR OTHER TRANSFER OF THE SHARES OF STOCK REPRESENTED BY
THIS CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF
LAW, IS SUBJECT TO CERTAIN RESTRICTIONS, INCLUDING LIMITATIONS ON
TRANSFER, AS SET FORTH IN A RESTRICTED STOCK AGREEMENT DATED APRIL
1, 2001. A COPY OF THE RESTRICTED STOCK AGREEMENT MAY BE OBTAINED
FROM THE SECRETARY OF XXXXXXXX CORPORATION.
The Corporation shall cause certificates without such legend to be
issued for any shares of Common Stock subject to the Award as and when the
Period of Non-Transferability lapses. The Executive agrees upon request of
the Corporation to deliver to the Corporation for cancellation any
certificate which represents shares that have been forfeited.
Section 8. Adjustment in Certain Events. If there is any change in
----------------------------
the Common Stock by reason of stock dividends, split-ups, mergers,
consolidations, reorganizations, combinations or exchanges of shares or the
like, the forfeiture of shares of unvested Common Stock provided for in
Section 3 hereof shall extend not only to any unvested Common Stock awarded
-3-
hereunder, but also to all stock and other property received by the Executive
pursuant to any such event with respect to such unvested Common Stock that is
subject to Section 3 hereof.
Section 9. Amendment. This Agreement may be amended by mutual consent
---------
of the parties hereto by written agreement.
Section 10. Withholding. The Corporation shall have the right to
-----------
withhold from or require the Executive to pay to the Corporation any amounts
required to be withheld by the Corporation in respect of any Federal, estate
or local taxes in respect of the Common Stock or any compensation under this
Agreement.
Section 11. Governing Law. This Agreement shall be construed and
-------------
administered in accordance with the laws of the State of Missouri.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day first written above.
XXXXXXXX CORPORATION
By: /s/ Xxx X. Xxxxxx
-----------------------------------------------
Xxx X. Xxxxxx, Chairman, President and CEO
/s/ Xxxxxx X. Xxxx
--------------------------------------------------
Xxxxxx X. Xxxx
-4-
